Data Processing agreement for the post solution mit.dk to business operators

As Business Operator, you (hereinafter "the Data Controller") and Netcompany A/S, cvr no.: 14814833, Strandgade 3, 1401 Copenhagen K, Denmark (hereinafter "the Data Processor") (each a "Party" and together "´the Parties”) have agreed on the following Contractual Clauses ("the Clauses"). The Data Conroller accepts that the use of mit.dk is subject to the Clauses by the Data Controllers accept of the Terms and Conditions (hereinafter "the Main Agreement") in connection with the Data Controllers creation of a profile at mit.dk.

1. Preamble

These Clauses are based on the Standard Contractural Clauses prepared by the Danish Data Protection Agency and approved by the European Data Protection Board pursuant to the General Data Protection Regulation article 28(8).

These Clauses sets out the rights and obligations of the Data Controller and the Data Processor when the Data Processor process personal data on behalf of the Data Controller.

The Clauses have been designed to ensure the parties’ compliance with Article 28(3) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC ("General Data Protection Regulation").

"Personal data" means any data in relation to an identifiable natural person, cf. article 4(1) of the General Data Protection Regulation.

In the context of the Data Controllers accept of the Terms and Conditions and the Data Processors provision of mit.dk, the Data Processor process personsal data on behalf of the Data Controller in accordance with the Clauses.

The Clauses shall take priority over any similar provisions contained in other agreements between the parties. If the Data Processor is subject to further obligations pursuant to any other agreement between the Parties, e.g., through the EU Commisions Standard Contractual Clauses pursuant to article 46(2)(c) and (d) in the General Data Protection Regulation, these obligations shall apply in addition to the Clauses.

Five sub-appendices are attached to the Clauses and form an integral part of the Clauses.

Sub-appendix A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.

Sub-appendix B contains the Data Controller’s conditions for the Data Processor’s use of sub-processors and a list of sub-processors authorised by the Data Controller.

Sub-appendix C contains the Data Controller’s instructions with regards to the processing of personal data, the minimum security measures to be implemented by the Data Processor and how audits of the Data Processor and any sub-processors are to be performed.

Sub-appendix D contains provisions for other activities which are not covered by the Clauses. Sub-appendix D contains the provisions regarding other activities not covered by the Clauses.

Sub-appendix E contains an overview of the techincal and organisational security measures, which are already implemented by the Data Processor.

The Clauses along with sub-appendices shall be retained in writing, including electronically, by both parties.

The Clauses shall not exempt the Data Processor from obligations to which the Data Processor is subject pursuant to the General Data Protection Regulation (the GDPR) or other legislation.

2. The rights and obligations of the Data Controller

The Data Controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR (see Article 24 GDPR), and the applicable EU or Member State data protection provisions and the Clauses. Recerences to "Member State" in the Clauses must be understood as a reference to "EU/EEA Member States".

The Data Controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

The Data Controller shall be responsible, among other, for ensuring that the processing of personal data, which the Data Processor is instructed to perform, has a legal basis.

3. The Data Processor acts according to instructions

The Data Processor shall process personal data only on documented instructions from the Data Controller, unless required to do otherwise by the Union or Member State law to which the processor is subject. The Data Controller's instructions shall be specified in sub-appendices A and C. Subsequent instructions, which falls outside the scope of these Clauses requires a prior written agreement between the Parties. The Data Controller is entitled to terminate the Main Agreement, if the Data Processor refuses to follow the instructions from the Data Controller, which falls outside the scope of and/or changes the instruction, which has been given and is agreed to in these Clauses.

The Data Processor shall immediately inform the Data Controller in writing if instructions given by the Data Controller, in the opinion of the Data Processor, contravene the GDPR or the applicable EU or Member State data protection provisions.

4. Confidentiality

The Data Processor shall keep all personal data confidential.

The Data Processor shall only grant access to the personal data being processed on behalf of the Data Controller to persons under the Data Processor’s authority and who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.

The Data Processor shall at the request of the Data Controller demonstrate that the concerned persons under the Data Processor’s authority are subject to the abovementioned confidentiality.

The Data Controller is correspondingly obligated to process all information received from the Data Processor confidential and may bit disclose such information without prior written approval.

5. Security of processing

Article 32 GDPR stipulates that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Controller and Data Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

The Data Controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. Depending on their relevance, the measures may include the following:

Pseudonymisation and encryption of personal data
the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing

According to Article 32 GDPR, the Data Processor shall also – independently from the Data Controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the Data Controller shall provide the Data Processor with all information necessary to identify and evaluate such risks.

Furthermore, the Data Processor shall assist the Data Controller in ensuring compliance with the Data Controller’s obligations pursuant to Articles 32 GDPR, by inter alia providing the Data Controller with information concerning the technical and organisational measures already implemented by the Data Processor pursuant to Article 32 GDPR, cf. sub-appendix E, along with all other information necessary for the Data Controller to comply with the Data Controller’s obligation under Article 32 GDPR.

6. Use of sub-processors

The Data Processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).

The Data Processor has the Data Controller’s general authorisation for the engagement of sub-processors. The Data Processor shall inform in writing the Data Controller of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance, thereby giving the Data Controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). The Data Controller is only entitled to object to the use of a sub-processor if there are concrete matters in relation to data protection legislation relating to the use of the sub-processor in question that constitutes a breach of the Data Controller's obligation after applicable EU or Member State law. If the Data Controller wishes to object to the use of a sub-processor, the Data Controller may do so by terminating the Main Agreement. If the Data Processor cease to use a sub-processor, the Data Processor must notify the Data Controller in writing. Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B. The list of sub-processors already authorised by the Data Controller can be found in sub-appendix B.

Where the Data Processor engages a sub-processor for carrying out specific processing activities on behalf of the Data Controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR. The Data Processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the Data Processor is subject pursuant to the Clauses and the GDPR. In this regard, the Data Processor is entitled to forward the Clauses (except for potential business related clauses) to the sub-processors engaged by the Data Processor.

A copy of such a sub-processor agreement and subsequent amendments shall – at the Data Controller’s request – be submitted to the Data Controller, thereby giving the Data Controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement, shall not require submission to the Data Controller.
The Data Processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the Data Processor – the Data Controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the Data Processor, e.g. enabling the Data Controller to instruct the sub-processor to delete or return the personal data.

If the sub-processor does not fulfil its obligations pursuant to data protection regulations, the Data Processor shall remain fully liable to the Data Controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular those foreseen in Articles 79 and 82 GDPR – against the Data Controller and the Data Processor, including the sub-processor.

7. Transfers to third countries or international organisations

Any transfer of personal data to third countries or international organisations by the Data Processor shall only occur on the basis of documented instructions from the Data Controller and shall always take place in compliance with Chapter V GDPR. If the Data Processor asks the Data Controller for an instruction to transfer personal data to a new receipient in a third country, the Data Controller is only entitled to refuse to give such instruction if specific data protection considerations related to the contemplated transfer constitutes a breach of the Data Controller's obligations pursuant to applicable EU or national law in the Member States concerning data protection. If the Data Controller refuses to provide such instruction, the Main Agreement shall be terminated.

In case transfers to third countries or international organisations, which the Data Processor has not been instructed to perform by the Data Controller, is required under EU or Member State law to which the Data Processor is subject, the Data Processor shall inform the Data Controller of that legal requirement prior to initating the processing unless that law prohibits such information on important grounds of public interest.

Without documented instructions from the Data Controller, the Data Processor therefore cannot within the framework of the Clauses:

transfer personal data to a Data Controller or a Data Processor in a third country or in an international organization
transfer the processing of personal data to a sub-processor in a third country
have the personal data processed in by the Data Processor in a third country

The Data Controller’s instructions regarding the transfer of personal data to a third country including, if applicable, the transfer tool under Chapter V GDPR on which they are based, shall be set out in sub-appendix C, section C.6.

The Clauses shall not be confused with the EU Commissions standard data protection clauses within the meaning of Article 46(2)(c) and (d) GDPR, and thus the Clauses cannot be relied upon by the parties as a transfer tool under Chapter V GDPR.

8. Assistance to the Data Controller

Taking into account the nature of the processing, the Data Processor shall assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of the Data Controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR.

This entails that the Data Processor shall, insofar as this is possible, assist the Data Controller in the Data Controller’s compliance with:

the right to be informed when collecting personal data from the data subject
the right to be informed when personal data have not been obtained from the data subject
the right of access by the data subject
the right to rectification
the right to erasure (‘the right to be forgotten’)
the right to restriction of processing
notification obligation regarding rectification or erasure of personal data or restriction of processing the right to data portability
retten til dataportabilitet
the right to object
the right not to be subject to a decision based solely on automated processing, including profiling

In addition to the Data Processor’s obligation to assist the Data Controller pursuant to Clause 6.3., the Data Processor shall furthermore, taking into account the nature of the processing and the information available to the Data Processor, assist the Data Controller in ensuring compliance with:

the Data Controller’s obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons
the Data Controller’s obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons
the Data Controller’s obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a data protection impact assessment)
the Data Controller’s obligation to consult the competent supervisory authority, the Danish Data Protection Authority, prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Data Controller to mitigate the risk

The parties shall define in sub-appendix C the appropriate technical and organisational measures by which the Data Processor is required to assist the Data Controller as well as the scope and the extent of the assistance required. This applies to the obligations foreseen in this Clause.

9. Notification of personal data breach

In case of any personal data breach, the Data Processor shall, without undue delay after having become aware of it, notify the Data Controller of the personal data breach.

The Data Processor’s notification to the Data Controller shall, if possible, take place within 24 hours after the Data Processor has become aware of the personal data breach to enable the Data Controller to comply with the Data Controller’s obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 GDPR.

In accordance with Clause 8, the Data Processor shall assist the Data Controller in notifying the personal data breach to the competent supervisory authority, meaning that the Data Processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3)GDPR, shall be stated in the Data Controller’s notification to the competent supervisory authority:

The nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
the likely consequences of the personal data breach
the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects

The parties shall define in sub-appendix C all the elements to be provided by the Data Processor when assisting the Data Controller in the notification of a personal data breach to the competent supervisory authority.

10. Erasure and return of data

On termination of the provision of personal data processing services, the Data Processor shall be under obligation to delete all personal data processed on behalf of the Data Controller and certify to the Data Controller that it has done so unless Union or Member State law requires storage of the personal data.

11. Audits and inspection

The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 and the Clauses and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller.

Procedures applicable to the Data Controller’s audits, including inspections, of the Data Processor and sub-processors are specified in sub-appendices C, section C.7. and C.8.

The Data Processor shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the Data Controller’s and Data Processor’s facilities, or representatives acting on behalf of such supervisory authorities, with access to the Data Processor’s physical facilities on presentation of appropriate identification.

12. The Parties' agreement on other terms

The parties may agree other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

13. Commencement and termination

The Clauses shall become effective on the date of the Main Agreement coming into force.

Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation. The Data Controller is entitled to terminate the Main Agreement between the Parties, if the Parties cannot come to an agreement.

Furthermore, the Data Processor is entitled to make changes to the Clauses, if the Data Processor is of the opinion that such changes are necessary, e.g., as a result of changes to legislation or case law from the competent authorities. The Data Processor shall inform the Data Controller in writing about any potential changes as agreed in the Main Agreement. The Data Controller can terminate the Main Agreement if the Data Controller cannot accept the changes.

The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.

If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the Data Controller pursuant to Clause 11.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

Sub-appendix A - Information about the processing

Please note that the processing activities carried out on behalf of the Data Controller only related to the Data Processor's actual processing activities, if these are limited to the sending and retaining digital messages, as well as processing activites related to the basic functions at mit.dk, including eksport and deletion of digital messages.
Due to mit.dk's character as a standard solution, the Clauses are intended to cover processing activities for several different Data Controllers. For the same reason, it is considered that all types of personal data is processed as part of the Data Processors processing activities, even though it might only be a limited amount of the personal data stated in section A.1, which is processor for a specific Data Controller, and/or the processing activities covers the processing of other types of personal data than the listed personal data.

A.1 – The instruction for processing

The Data Processors processing of personal data on behalf of the Data Controller is carried out by the following processing activities:

Data Processors activities

Description (the nature of the processing)	The purpose of the processing	Categories of personal data (mark X)		Categories of data subjects	The duration of the processing (mark X)
Mit.dk (The funcitons at mit.dk covers the sending, recieving, retention, eksport, and deletion of digital messages. Furthermore, reading access can be granted to post to other users, which has been granted reading access by the Data Controller via mit.dk )	To provide a digital post solution.	Ordinary personal data		Natural persons mentioned in the messages Employees of the Data Controller	The processing is and will continue during the duration of the Main Agreement between the Data Controller and the Data Processor to which it is noted that all digital messages are generally only deleted on the Data Controllers initiative. In the event that an employee of the Data Controller chooses to delete their profile and/or the Data Controller's profile, the Data Processor is required to stop its processing and delete the associated personal data. Regardless of the above, the Data Processor must continuously delete log information on a rolling basis (6 years).
		Name, address, telephone no., e-mail	X
		Login information	X
		IP addresses	X
		Birthdays	X
		Pictures	X
		Finansial information	X
		Sociale relations	X
		Addtional personal information (stated below): All information kept in the messages.	X
		Special categories of personal data
		National identification number	X
		Information about criminal offences (e.g. criminal records)	X
		Sensitive personal data
		Racial or ethnic origin	X
		Religous or philosopchial beliefs	X
		Politcal opinons	X
		Trade union memberships	X
		Data concerning health	X
		Information of sexual character	X
		Genetic or biometric data	X

Sub-appendix B - Authorised sub-processors

B.1 – Approved sub-processors

On commencement of the Clauses, the Data Controller authorises the engagement of the following sub-processors:

Data Controller's authorized sub-processors

Name	CVR	Address	Descrition of the processing	Location for the processing	Legal basis for the transfer to countries outside eu/eea (If relevant)
	CVR	Address	Descrition of the processing	Location for the processing
Netcompany Poland Sp. z.o.o	Tax. no. 586-21-55-720	ul. Puławska 182, Pl-02-670 Warszawa, Poland	Netcompany Polen can perform the same processing activities as descriped in sub-appendix A.	ul. Puławska 182, Pl-02-670 Warszawa, Poland	N/A
Netcompany Norge AS	Org. no. 881 886 472	Øvre Voll Gate 15, 0158 Oslo, Norway	Netcompany Norway can perform the same processing activities as descriped in sub-appendix A.	Øvre Voll Gate 15, 0158 Oslo, Norway	N/A
Netcompany Netherland B.V.	Company no. 000037295179	Kanaalweg 3b, 2628 EB Delft, The Netherlands	Netcompany The Netherlands can perform the same processing activities as descriped in sub-appendix A.	Kanaalweg 3b, 2628 EB Delft, The Netherlands	N/A

Upon entry into force of the Clauses, the Data Controller has accepted the use of the above mentioned sub-processors for the processing activity described. If the Data Processor subsequently wishes to make use of a new sub-processor, this must be done in accordance with item 6 of the Clauses. Furthermore, the Data Processor cannot - pursuant to Clause 6 - process personal data on other locations than the agreed, cf. above and sub-appendix C, section C.5.

B.2 – Prior notice for the authorisation of sub-processors

The Data Processor must inform the Data Controller in writing of any intended changes regarding the addition or replacement of sub-prcessors with at least 30 days prior notice.

Sub-appendix C - Instruction pertaining to the use of personal data

C.1 – The subject of/instruction for the processing

The Data Processor’s processing of personal data on behalf of the Data Controller shall be carried out by the processing activities stated in sub-appendix A.

C.2 – Security of processing

The security level must be established taking into the art of the processing activities, the scope, context and purpose of the processing as well as the risk of the rights and freedoms of natural persons.

The processing can - in relation to some Data Controllers - include a large amount of personal data, which is covered by the General Data Protection Regulation article 9 concerning ‘special categories of personal data’. For the same reason a high level of security has been established. The Data Processor and the Data Processor's Group Companies are all certified under ISO/IEC 27001, and the security measures implemented at mit.dk are all based on the assumption that all data, which is processed in the solution, concerns special and senstivie categories of personal data. This ensures the highest level of both technical and organizational security measres.

The Data Processor shall hereafter be entitled and obligated to make decisions about the technical and organisational security measures applied to ensure an adequate level of protection. In relation to this the Data Processor will as a minimum follow the security measures stated in sup-appendix E.

Based on the above, the Data Controller does not require the implementation of further security measures.

C.3 - Assistance to the Data Controller

In case of a personal data breach for which the Data Processor is responsible of, the Data Processor shall as a minimum make the following information available to the Data Controller:

Categories and numbers of data subjects affected by the personal data breach
The character of the personal data and the categories and numbers of the personal data covered by the personal data breach

Any additional services that the Data Processor provides to the Data Controller in relation to the last section of Clause 5, Clause 8 and in case of a personal data breach (Clause 9) for which the Data Processor is not responsible, the Data Controller will be invoiced in accordance with sub-appendix D, section D.2.

C.4 - Storage period/erasure procedures

The Data Controller can at any time delete or download its Digital Post in the post solution at mit.dk. The processing of personal data in the form of Digital Post lasts until the Data Controller deletes Digital Post in the Data Controller's post solution at mit.dk, cf. the Main Agreement.

C.5 – Processing locations

In connection to Clause 6, the processing of personal data pursuant to the Clauses cannot be performed on other locations than the following:

Denmark:

Netcompany A/S

Primary locations:

Strandgade 3, DK-1401 København, Denmark
Søndergade 66-68, 3. sal, DK-8000 Aarhus, Denmark
Toldbod Plads 1, DK-9000 Aalborg, Denmark
Dirch Passers Allé 76, DK-2000 Frederiksberg, Denmark
Rued Langgaards Vej 4-8, DK-2300 København Syd, Denmark

Data center locations:

The Capital Region of Denmark

Poland:

Netcompany Poland Sp. z.o.o

ul. Puławska 180, Pl-02-670 Warszawa, Poland

Norway:

Netcompany Norge AS

Øvre Voll Gate 15, 0158 Oslo, Norway

The Netherlands:

Netcompany Netherland B.V
Kanaalweg 3b, 2628 EB Delft, The Netherlands

Reference is made to the list in sub-appendix B, section B.1.

C.6 - Instruction on the transfer of personal data to third countries

The Data Processor does not transfer personal data to countries outside the EU/EEA. If, at a later stage, the Data Processor wishes to transfer personal data to a country outside the EU/EEA, this can only be done following specific instructions (authorisation) from the Data Controller.

C.7 - Procedures for the Data Controller’s audits, including inspections, of the processing of personal data being performed by the Data Processor

The Data Processor shall each year at the Data Processor's own expense obtain an auditor's report from an independent third party concerning the Data Processor's compliance with the applicable EU or Member State data protection provisions.

The Parties have agreed that the following auditor's reports may be used in accordance with the Clauses:

General ISAE3000 type II (converning compliance with GDPR)
General ISAE3402 type II (converning IT controls and relevant in relation to operating and hosting services at mit.dk)

The Data Processor will, at the request and expense of the Data Controller, send all relevant information concerning sub-processor's compliance with applicable EU or Member State data protection provisions. Information will as soon as possible be submitted to the Data Controller by his request. The Data Controller may contest the scope of the information and in such case request a new audit/revision in relation to a revised scope and/or different methodology. The Data Controller bears all the extra costs in this connection, including the Data Processor's reasonable costs in relation to the preparation of and participation in a revised audit.

Documentation for such inspections shall without delay be submitted to the Data Controller after the completion of the inspection. The Data Controller may contest the scope and/or methodology of the report and may in such cases request a new inspection under a revised scope and/or different methodology. The Data Controller bears all extra costs in this regard, including reasonable costs for the Data Processor and the sub-processor in relation to the preparation of and participation in a revised inspection.

Based on the results of the audit, the data controller may request that additional measures be taken to ensure compliance with applicable EU and/or member states' data protection regulations. The parties must agree on any additional measures to be implemented. The data controller is entitled to terminate the Main Agreement if the parties cannot reach an agreement on this.

C.8 - Procedures for auditing, including inspections, of the processing of personal data carried out by a sub-processor

The data processor will, at the request and expense of the data controller, request the sub-processor to submit all relevant information regarding the sub-processor's compliance with applicable EU law or national law of the member states regarding data protection.

The information must be sent to the data controller as soon as possible upon request. The data controller may dispute the scope of the information and data, and in such cases, request a new audit/inspection according to a revised scope and/or another method. The data controller bears all additional costs associated with this, including the reasonable costs for the data processor and the sub-processor in connection with the preparation for and participation in a revised inspection.

The data processor or the data processor's representative must also have access to inspect, including physically inspect, the locations where the processing of personal data is carried out by the sub-processor, including physical facilities and systems used for and in connection with the processing. The inspections are conducted to the extent that the data processor (or the data controller) deems it necessary. The data controller bears all costs associated with such physical inspections.
Documentation of the inspections must be sent to the data controller as soon as possible after the inspections are completed. The data controller may dispute the scope and/or method of the inspections and, in such cases, request a new inspection according to a revised scope and/or another method. The data controller bears all additional costs associated with this, including the reasonable costs for the data processor and the sub-processor in connection with the preparation for and participation in a revised inspection.

Sub-appendix D - The parties terms on other subjects

D.1. Consequences as a result of an unlawful instruction

In situations where the Data Processor has informed the Data Controller that an instruction in the Data Processor's opinion is unlawful, and the Data Controller does not agree hereto, the Data Controller must explain in writing, why the Data Controller considers the instruction to be lawful.

If the Parties continue to disagree, they shall each prepare a memorandum setting out their views and sign and date this. The memoradums must be exchanged between the Parties and must as a minimum be stored for the duration of the processing, cf. sub-appendix A. If the Data Processor continues to assess that the instruction is unlawful, the Data Processor can terminate the Main Agreement.

D.2. The Data Processor's services

All services provided by the Data Processor which are not separately priced in the Clauses will be invoiced to the Data Controller in accordance with the time spend and pursuant to the prices informed to the Data Controller.
In cases where changes to applicable law and/or case law related to data protection provisions give rise to new and/or changes obligations to the Data Controller and the Data Processor, each Party bears its own costs related to the compliance of each Party's respective obligations as Data Controller and Data Processor.

D.3. Liability for compensation

Reference is made to the provisions on compensation in the Main Agreement.
Sub-appendix E - Technical and organisational security measures implemented at the data processor

Sub-appendix E - Technical and organisational security measures implemented at the data processor

Technical and organizational security precautions

Area:	Measure:	Description:
Access control	Passwords	All employees must have an individual password to the required systems and units, e.g., mobile phones, computers etc. Furthermore, all units must be locked when they are left unattended.
	Access from external locations	To access the Data Processors internal systems, it is required that the users log in with an internal NCLAN account and is approved via VPN software
	Access from internal server rooms and main networks	Eksternal parties are only allow to acces internal server rooms if they are accompanied by one of the Data Processor's employees. Only selected employees have acces to the rooms.
	Antivirus	Antivirus programs are installed on all computers. Windows servers and Linux servers are updated frequently.
	Anti-spam and anti-phishing	Anti-spam and anti-phishing software is installed on the internal mailsystem.
	Access control	An authorisation system has been implemented in the organisation, which ensures that only relevant employees have access to the various systems. The authorisation system is built on the principle of minimum access.
	Clean desk policy	Physical documents are rarely used, and if used, they are put away when not in use.
	DDoS attack	The Data Processor has DDoS protection integrated against the Data Processor's ISP on the lines of the internet.
	Abolition of physical material	All physical and confidential material is abolished by the use of locked garbage bin and subsequent shredding.
	Encryption	All computers, e-mails and back-ups are encrypted and guidelines are implemented to ensure that data on mobile units is also encrypted.
	Endpoint security	Endpoint security is established through antivirus programs, endpoint detection and response (EDR), frequent system updates, software alarms etc.
	Firewalls	Firewalls are installed to protect against unauthorised access.
	IAM	Identity and access controls are implemented by the use of individual user accounts.
	Information sharing	In relation to data hosted by the Data Processor, data is encrypted and the encryption keys is send separately or in other secure ways with respect to the content of the data. The exchange of data will always take place through secure connections.
	Logging	Information about user identity and user actions are logged.
	Network segmentation	All systems are isolated from each other and all network equipment is provided by large suppliers, including Cisco, and only supplier supperted equiptment is used.
	Confidentiality agreements	Confidentiality agreements are entered into with all employees, external consultants and other business partners who process personal data on behalf of the Data Processor.
	Protection against malware	Antivirus software is installed on all computers and all downloaded software is monitored.
	Registrering of guests	All guests must wear a visible batch stating that they are guests.
	Secure abolition of equiptment	All equiptment is wiped of all information before it is disposed of.
	Separation between development, test and production environments	Development, test and production environments are kept separate from each other.
	Revocation of access rights	Access rights are revoked when an employment or business relation has ended, or when an employee moves to another project.
Data access	Back-up	The Data Processor works with a complete back-up solution, which includes a combination of local and external back-up. Data is thus protected in the Data Processor's primary data center while a full copy at the same time is always at the Data Processor's secondary data center.
	Equipment maintenance	All the equiptment of the Data Processor is maintained continously.
	Power supply security	The data centers have several solutions implemented to protect power supply, UPS's and cooling. Guidelines for power supply to equiptment along with yearly test of A/B-feed ensures correct functioning and setup. When cooling, the same cooling element is used, but is redundant at both ends of this.
	Server room	Best practice is used when IT equiptment in the server room and at the data centers are inspected.
	Software updates and patching	All computersoftware is updated and patched regularly.
	Code review	All new codes or changes to excisting codes is reviewed accordingly and approved by another employee than the encoder.
	Test of code	The developed code is first tested by the encoder, then through peer review, then by testers and along the way static code analysis is performed by SonarQube.
Staff	Awareness	All employees are obligated to yearly read and confirm that they have read the Data Processor's security policy, procedures and privacy policies.
Staff	Criminal records	Clean criminal records are required of the Data Processor's staff in critical positions.
Physical security	Alarm devices	Alarmer er installerede på alle Databehandlerens kontorer for at undgå tyveri og/eller hærværk.
	Fire	Ildslukkere er placeret på alle Databehandlerens kontorer.
	Video surveillance	Alle indgange til Databehandlerens kontorer videoovervåges.
Policies, procedures and security organisation	Legislation	New legislation and practice is followed up on continously.
	Politikker for brug af elektroniske enheder	Guidelines are implemented to ensure a secure use of electronic devices and it is required that all employees reads and follow the guidelines in this regard.
	Privacy policies	All employees must read and follow the Privacy Policy of the Data Processor, which includes guidelines for how to process personal data in accordance with applicable data protection legislation.
	Security breaches	The Data Processor has implemented a strict procedure for the handling of security breaches, which all employees are obliged to read and follow.
	Security policy	The security policy is revised yearly and updated accordingly.
	Security organisation	The Data Processor has a security organisation consisting of a security committee, security officers and security managers who meet on a regular basis to discuss general security.